OPC Registration
One Person Company means a Company which has only one person as a member. An OPC can be formed only by an Indian Resident and citizen. In an OPC, one person holds the entire share and has complete authority over the operation of the business. So, it can be elucidated that the liability of the person will be to the extent he has invested in the business. A nominee must be appointed by the promoter during incorporation.
The OPC is suitable for small businesses where the turnover is not likely to cross Rs. 2 Crores and the maximum amount of capital to be invested is limited to Rs. 50 Lac. All the provisions related to the private company are applicable to an OPC, unless otherwise expressly excluded. There are less compliance as compared to other form of Companies like Public Company and Private Company.
Minimum Requirements of One Person Company
A company can be registered in India, by at least two persons in which one director of the company must be a resident in India and Citizen.
- Only One Person Required
Only a natural person who is Indian Citizen and resident in India can incorporate OPC. Only a natural person who is Indian Citizen and resident in India can incorporate OPC
- Resident Director
An OPC can be formed only by an Indian Resident and citizen. Resident in India means a person who had resided in India for a period not lesser than 182 days in the prior calendar year. The maximum number of directors of an OPC is 15 and the number of shareholder cannot go beyond one.
- Capital Requirement
The minimum authorised capital is Rs. 1,00,000.The turnover is not likely to cross Rs. 2 Croresand the maximum amount of capital to be invested is limited to Rs. 50 Lac.
- Unique Name of Company
The proposed name of the company should not resemble any existing company or LLP. Further you must check the trademark registry to ensure that the name does not match with any registered or applied trademark in India.
Documents Required For OPC Registration
The documentation play an important role in incorporation of company, it must be recent and eligible
Documents from Director / Shareholder
- Two color passport size photograph of each Designated Partners.
- Pan card copy with self attest of each Designated Partners.
- Identity Proof (Voter ID / Driving License/ Passport) any one of each Designated Partners.
- Address Proof (Bank Statement / Electricity, Mobile, Telephone Bill) any one of each Designated Partners.
Registered Address Related Documents
- Proof of Registered Office
- Utility Bill as Proof of Registered Address
- NOC from the owner of the premises
- If rented then Rent agreement
Process & Timeline for Registering OPC in India
Documentation – Day-1
This process is start with documentation of the proposed designated director and relating to the registered address of the OPC. Be aware that documents are update and correct. The information of related documents is provided above for your reference.
Selection of Name for OPC Registration – Day-1
>The Name of the OPC should be cross-checked with the ROC and the trademark registry to avoid any infringement of someone else Trademark or Other Company /LLP Name. The selection of a proper name should be the starting point.
Apply for Digital Signature (DSC) - Day-1
A Person who is intending to be appointed as designated director of an OPC shall make an application for a Digital Signature Certificate (DSC). The filing process starts with the issue of a digital signature for the director of the OPC.
Name Approval for OPC Registration - Day-2-5
The application for the Name approval of OPC is submitted in Form Spice+. It is a web-based application, where two names in order of preference can be filed with a note on the significance of the Name and the business activities.
Spice Form Filing to ROC for OPC Â Incorporation - Day-5
After name approval of the OPC, we need to file the formal application for incorporation of the company in form SPICE to the ROC with appropriate documents as attachments. The documents to be attached with Spice Form are MOA, AOA of the company, KYC documents of promoters, and proof of the registered address with NOC from the landlord. The DSC of the promoters is then used to sign the application, which is further attested by one practicing Chartered Accountant, Company Secretary, Cost Accountant, or an Advocate practicing at High Court. The government filing fee for Company Registration depends on the proposed capital of the company.
Registration of the OPC Company with ROC – Day-7
The final stage for the OPC registration is the Issue of Certificate of Incorporation for the One Person Company after the verification of the application for OPC Registration is filed in Spice Form. The issue of the registration certificate for OPC is the conclusive proof of the registration of the Company by ROC.
PAN & TAN Number for the OPC – Day-7
The issue of Pan Number and TAN is done automatically at the time of incorporation of the Company. There is no need to make any separate application. The PAN Number and TAN come printed on the certificate of incorporation itself, and after the registration of the Company, E-Pan and Tan letter is sent via email.
Frequently Asked Questions
Section 2(62) of the Companies Act, 2013 defines OPC to mean a Company which has only one person as a member.
Ans 2. OPC is a new concept introduced in the Companies Act, 2013. Therefore, OPC could not be formed under the earlier Acts.
Ans 3. As per section 3(1) and (2), OPC can only be incorporated as a private limited company. Such a company may either be:
1. A Company limited by shares; or
2. A Company limited by guarantee; or
3. An Unlimited company
Ans 4. Yes. Second Proviso to Sec 12(3) provides that the words ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved
Ans 5.As per Rule 3(1) of the Companies (Incorporation) Rules 2014, only a natural person who is an Indian Citizen and resident in India shall be eligible to incorporate/form a OPC.
Ans 6.As per Rule 3(1) of the Companies (Incorporation) Rules 2014, only a natural person who is an Indian Citizen and resident in India shall be a nominee for the sole member of a OPC.
Ans 7.As per the explanation given to Rule 3(1), a resident of India for the purpose of the provisions governing OPC is a person who has stayed in India for a period of not less than 182 days during the immediately preceding one calendar year.
Ans 8.As per Rule 3(2) of the Companies (Incorporation) Rules 2014, no person shall be eligible to incorporate more than one OPC.
Ans 9.As per Rule 3(2) of the Companies (Incorporation) Rules 2014, no person shall be eligible to become a nominee in more than one OPC.
Ans 10. As per the first proviso to section 3(1) of the Companies Act 2013, at the time of incorporation of OPC, the sole member of OPC is required to appoint another person as his nominee and his name shall have to be featured in the Memorandum of Association of the OPC.
The nominee so appointed shall:
- in the event of the sole member’s death; or
- b. in the event of the sole member becoming incapacitated to contract;
become the member of OPC.
A nominee so appointed is required to give his written consent for the same. The said written consent will also have to be filed with the ROC at the time of incorporation of the OPC along with its MoA and AoA.
A nominee may also withdraw his consent if he so desires.
To re-iterate, only a natural person who is an Indian Citizen and resident in India is eligible to be a nominee as aforesaid.
Ans 11. As per the third proviso to section 3(1) of the Companies Act 2013, the member of the OPC may at any time change the name of the nominee by giving notice.
What is the procedure to be followed for Nomination by a Member or Subscriber of OPC?
 As per Rule 4 of the Companies (Incorporation) Rules 2014:
- Memorandum of OPC to indicate the name of nominee. 2. The above nomination indication shall be filed by the OPC subscriber with the Registrar in Form No. INC.
- 2 along with fees prescribed 3. OPC subscriber also required to file the consent of his nominee in Form No. INC.
- 3 along with fees prescribed
- 4. If the OPC subscriber/member dies or become incapacitated to contract, his nominee shall become the new member of OPC.
- 5. The new member as aforesaid in turn is required to appoint his nominee within 15 days of his becoming the new member of OPC
- 6. OPC to file with the Registrar within 30 days of change in membership:
a. Form No INC.4 along with fees prescribed, the intimation of such cessation and nomination and
b. Form No INC.3 along with the fees prescribed, the consent of the new nominee.
Ans 12. As per Rule 4(3) and (4) of the Companies (Incorporation) Rules 2014:
1. A nominee may withdraw his consent by giving a written notice to the OPC Member/Subscriber and to the OPC concerned.
2. The sole member/subscriber to nominate a new person as his nominee within 15 days of the notice of withdrawal.
3. The sole member/subscriber to intimate the OPC a. of such nomination in writing and b. of the written consent by sending Form No INC.3
4. OPC shall within 30 days of the receipt of notice of withdrawal as mentioned in clause 1 above, file:
a. Form No INC.4 along with fees prescribed, the intimation of such withdrawal and new nomination and
b. Form No INC.3 along with the fees prescribed, the consent of the new nominee.
Ans 13. As per Rule 4(5) of the Companies (Incorporation) Rules 2014:
1. The subscriber or member of OPC can change his nominee at any time or for any reason by giving a notice in writing to the OPC.
2. OPC subscriber to obtain prior consent of new nominee in Form No INC.3.
3. OPC to file with the Registrar within 30 days of receipt of intimation of change:
a. Form No INC.4 along with fees prescribed, the intimation of such cessation and new nomination and
b. Form No INC.3 along with the fees prescribed, the consent of the new nominee.
Ans 14.1. Minor (as per Rule 3(4) of the Companies (Incorporation) Rules 2014). A minor cannot even  hold share with beneficial interest.                                  Â
2. Foreign Citizen
3. Non Resident (see meaning of resident in India above and relate)
4. A person incapacitated to contract
5. Persons other than a Natural Person i.e. living human being
Ans 15. OPC needs to be formed for any lawful purpose. Such companies cannot engage in “Non Banking Financial Investment” activities including “investment” in securities of anybody corporate (as per Rule 3(6) of the Companies (Incorporation) Rules 2014).
Ans 16. As per Rule 3(5) of the Companies (Incorporation) Rules 2014, the answer is ‘No’.
Ans 17. OPC can have one or more Directors on its board. No special mention has been made for the number of directors. As per the provisions of Sec 149 a OPC can have a maximum of 15 directors. It can, however appoint more than 15 directors after passing a special resolution.
Ans 18. As per section 173(5) of the Companies Act 2013, the answer is ‘Yes’, if there is more than one Director on the OPC Board. A OPC is required to hold at least one meeting of the Board in each half of a calendar year and the gap between the 2 meetings should not be less than 90 days.
Ans 19. As per section 122(4) of the Companies Act 2013, where there is only one Director on OPC Board, any business which is required to be transacted at the Board Meeting of OPC, it shall be sufficient if, in case of OPC, the resolution by such one Director is entered in the minutes book and signed and dated by such director and such date shall be deemed to be the date of the meeting of the OPC Board for all the purposes of the Companies Act, 2013.
Ans 20. As per the proviso to section 92(1) of the Companies Act 2013, the answer is ‘Yes’. The annual return in case of OPC shall be signed by the company secretary or where there is no company secretary, by the director of the OPC.
Ans 21. As per section 96(1) of the Companies Act 2013, the provision relating to holding of AGM is not mandatory for a OPC.
Ans 23. As per Rule 6(1) of the Companies (Incorporation) Rules 2014, OPC shall cease to be entitled to continue as a OPC if:
1. Its paid up capital exceeds Rs.50 lakhs; or
2. Itsaverage annual turnover during the relevant period i.e. immediately preceding 3 consecutive financial years exceeds Rs. 2 Crores
Ans 24. As per Rule 6(2) of the Companies (Incorporation) Rules 2014, OPC shall be mandatorily required to convert itself into either a private or a public company. Such conversion shall happen within 6 months from the:
1. date of increase of its paid up capital as mentioned in Rule 6(1), i.e. exceeding Rs.50 lacs; or
2. Last day of the relevant period during which its average annual turnover exceeds Rs.2 Crores.
As per Rule 6(2), (3) and (6) of the Companies (Incorporation) Rules 2014, OPC should ensure that the conversion shall happen in accordance with the provisions of Section 18 of the Companies Act, 2013 which provides for necessary alteration in memorandum and articles, read with section 122 of the Act. The other requirements of minimum capital, minimum number of directors and subscribers as the case may be need to be complied with at the time of any such conversion by OPC